Form 4 for ECHO EchoStar
Accepted 2024-01-03 00:00:00 ET · period of report 2023-12-31 · accession 0001104659-24-000997 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-01-03 | 2024-01-01 | ECHO | ERGEN CHARLES W | COB, Dir, 10% | F - Tax | $16.57 | -142 | 2.23M | -0.0% | -$2,353 |
| D | 2024-01-03 | 2024-01-01 | ECHO | ERGEN CHARLES W | COB, Dir, 10% | M - OptEx | — | +413 | 2.23M | +0.0% | — |
| DI | 2024-01-03 | 2023-12-31 | ECHO | ERGEN CHARLES W | COB, Dir, 10% | A - Grant | — | +7,575 | 11.3K | +204% | — |
| D | 2024-01-03 | 2023-12-31 | ECHO | ERGEN CHARLES W | COB, Dir, 10% | A - Grant | — | +30.0K | 2.23M | +1% | — |
| DM | 2024-01-03 | 2023-12-31 | ECHO | ERGEN CHARLES W | COB, Dir, 10% | A - Grant | — | +4.51M | 4.39M | New | — |
| D | 2024-01-03 | 2024-01-01 | ECHO | ERGEN CHARLES W | COB, Dir, 10% | M - OptEx | $0.00 | -413 | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2024-01-01 | F | D | 142 | $16.57 | 2,230,257 | D | — | — | |
| 2 | Common | Class A Common Stock | 2024-01-01 | M | A | 413 | — | 2,230,399 | D | — | — | (F7) Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Issuer Class A Common Stock, which will be issued to the reporting person immediately upon vesting. |
| 3 | Common | Class A Common Stock | 2023-12-31 | A | A | 7,575 | — | 11,280 | I | — | — | (F1) Received in exchange for shares of Class A Common Stock, par value $.01 par value per share ("DISH Class A Common Stock"), of DISH Network Corporation, a Nevada corporation ("DISH") in connection with the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 ("Merger Agreement"), by and between the Issuer, DISH and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of the Issuer ("Merger Sub"). Pursuant to the Merger Agreement, on December 31, 2023, Merger Sub merged with and into DISH with DISH surviving the merger as a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of DISH Class A Common Stock was converted into the right to receive a number of Issuer Class A Common Stock equal to 0.350877 (the "Exchange Ratio"). |
| 4 | Common | Class A Common Stock | 2023-12-31 | A | A | 30,028 | — | 2,229,986 | D By 401(k) | — | — | (F1) Received in exchange for shares of Class A Common Stock, par value $.01 par value per share ("DISH Class A Common Stock"), of DISH Network Corporation, a Nevada corporation ("DISH") in connection with the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 ("Merger Agreement"), by and between the Issuer, DISH and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of the Issuer ("Merger Sub"). Pursuant to the Merger Agreement, on December 31, 2023, Merger Sub merged with and into DISH with DISH surviving the merger as a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of DISH Class A Common Stock was converted into the right to receive a number of Issuer Class A Common Stock equal to 0.350877 (the "Exchange Ratio"). |
| 5 | Derivative | Employee Stock Option (Right to Buy) | 2023-12-31 | A | A | 17,543 | — | 17,543 | D | $100.95 · — to 2028-10-01 | 17,543 Class A Common Stock | (F5) Received in exchange for an employee stock option to acquire shares of DISH Class A Common Stock in connection with the Merger. At the Effective Time, each stock option held by the reporting person was converted into an Issuer stock option on substantially the same terms and conditions, with respect to a number of shares of Issuer Class A Common Stock equal to (i) the number of shares of DISH Class A Common Stock subject to the corresponding DISH stock option immediately prior to the Effective Time, multiplied by the Exchange Ratio, at an exercise price equal to the exercise price of the corresponding DISH stock option immediately prior to the Effective Time divided by the Exchange Ratio. (F12) The shares underlying the options vest at the rate of 20% per year, commencing October 1, 2019. |
| 6 | Derivative | Employee Stock Option (Right to Buy) | 2023-12-31 | A | A | 35,087 | — | 35,087 | D | $100.95 · — to 2028-10-01 | 35,087 Class A Common Stock | (F5) Received in exchange for an employee stock option to acquire shares of DISH Class A Common Stock in connection with the Merger. At the Effective Time, each stock option held by the reporting person was converted into an Issuer stock option on substantially the same terms and conditions, with respect to a number of shares of Issuer Class A Common Stock equal to (i) the number of shares of DISH Class A Common Stock subject to the corresponding DISH stock option immediately prior to the Effective Time, multiplied by the Exchange Ratio, at an exercise price equal to the exercise price of the corresponding DISH stock option immediately prior to the Effective Time divided by the Exchange Ratio. (F10) The grant is subject to achievement of certain performance criteria prior to December 31, 2023 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities. |
| 7 | Derivative | Restricted Stock Units | 2024-01-01 | M | D | 413 | $0.00 | 0 | D | — · — to 2024-01-01 | 413 Class A Common Stock | (F7) Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Issuer Class A Common Stock, which will be issued to the reporting person immediately upon vesting. (F8) The RSUs vest in three equal annual installments, commencing January 1, 2022. |
| 8 | Derivative | Restricted Stock Units | 2023-12-31 | A | A | 413 | — | 413 | D | — · — to 2024-01-01 | 413 Class A Common Stock | (F9) Received in exchange for restricted stock units representing a contingent right to receive DISH Class A Common Stock in connection with the Merger. At the Effective Time, each restricted stock unit held by the reporting person was converted into an Issuer RSU on substantially the same terms and conditions, with respect to a number of shares of Issuer Class A Common Stock equal to (i) the number of shares of DISH Class A Common Stock subject to the corresponding DISH restricted stock unit award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio. (F7) Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Issuer Class A Common Stock, which will be issued to the reporting person immediately upon vesting. (F8) The RSUs vest in three equal annual installments, commencing January 1, 2022. |
| 9 | Derivative | Employee Stock Option (Right to Buy) | 2023-12-31 | A | A | 21,052 | — | 21,052 | D | $165.11 · — to 2027-01-01 | 21,052 Class A Common Stock | (F5) Received in exchange for an employee stock option to acquire shares of DISH Class A Common Stock in connection with the Merger. At the Effective Time, each stock option held by the reporting person was converted into an Issuer stock option on substantially the same terms and conditions, with respect to a number of shares of Issuer Class A Common Stock equal to (i) the number of shares of DISH Class A Common Stock subject to the corresponding DISH stock option immediately prior to the Effective Time, multiplied by the Exchange Ratio, at an exercise price equal to the exercise price of the corresponding DISH stock option immediately prior to the Effective Time divided by the Exchange Ratio. (F4) The grant was subject to achievement of certain performance criteria prior to December 31, 2020 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities. |
| 10 | Derivative | Class B Common Stock | 2023-12-31 | A | A | 50,732 | — | 66,664 | D | — · — to — | 50,732 Class A Common Stock | (F3) Received in exchange for shares of Class B Common Stock, par value $0.01 per share of DISH ("DISH Class B Common Stock") in connection with the Merger. At the Effective Time, each outstanding share of DISH Class B Common Stock was converted into the right to receive a number of shares of Issuer Class B Common Stock equal to the Exchange Ratio. (F2) The holder of the Class B shares may elect to convert any or all of its Class B shares into an equal number of Class A shares at any time for no additional consideration. |
| 11 | Derivative | Employee Stock Option (Right to Buy) | 2023-12-31 | A | A | 4,385,962 | — | 4,385,962 | D | $78.98 · — to 2031-02-06 | 4,385,962 Class A Common Stock | (F5) Received in exchange for an employee stock option to acquire shares of DISH Class A Common Stock in connection with the Merger. At the Effective Time, each stock option held by the reporting person was converted into an Issuer stock option on substantially the same terms and conditions, with respect to a number of shares of Issuer Class A Common Stock equal to (i) the number of shares of DISH Class A Common Stock subject to the corresponding DISH stock option immediately prior to the Effective Time, multiplied by the Exchange Ratio, at an exercise price equal to the exercise price of the corresponding DISH stock option immediately prior to the Effective Time divided by the Exchange Ratio. (F6) The grant is subject to the achievement of performance vesting goals based on specified stock targets. For additional information, please refer to DISH's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Securities and Exchange Commission on November 6, 2020. As a result of the Merger, the DISH Class A Common Stock price targets will be adjusted by dividing such price targets by the Exchange Ratio. |